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   * How the Transparency Awards Work
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   * The Transparency Scientific Committee
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 * Good Disclosure Examples

 * January 10, 2024
 * Broc Romanek


THE “PAY MIX GRAPHIC” FOR THE PROXY



Transparency Criteria #66 for the proxy states: “The document includes
disclosure of CEO and average NEOs pay mix presented as a graphic or using other
visual elements.”

The “pay mix” graphic is designed to demonstrate that the CEO and other NEOs’
target compensation is appropriately at-risk and tied to performance. While some
pay mix graphics may also weave in ratios of equity to non-equity or short to
long-term, most pay mix presentations are high level. This is why the graphics
are often found in the proxy summary. A simple check-the-box for readers that
the company’s compensation program is performance-based.

Some companies present “pay mix” graphics with its compensation elements
overview (see my recent blog about that overview). Together, they provide a more
comprehensive snapshot of the program and insight into design objectives.

Some companies even go the extra mile and place a high level pay mix graphic in
the proxy summary – and then also include a more detailed pay mix graphic in the
CD&A summary.

Here is an example from Lowes’ 2023 proxy (page 29) that uses circles:

This example from the ConocoPhillips 2023 proxy (page 72) uses a bar graphic
(and also is an example of a pay mix graphic with an elements table):

And I really like this example from the 2023 Mastercard proxy (page 70) too:


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 * Good Disclosure Examples

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 * December 4, 2023

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Do”)
 * November 30, 2023

 * Good Disclosure Examples

Dissecting the “Compensation Summary” of the Proxy
 * November 28, 2023

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 * November 15, 2023

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 * November 13, 2023

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“Statements In Opposition” to Shareholder Proposals
 * November 8, 2023

 * The Transparency Awards

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 * November 1, 2023

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 * October 30, 2023

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 * October 25, 2023

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 * October 23, 2023


RELATED POSTS

 * Good Disclosure Examples

THE “COMPENSATION ELEMENTS” SECTION OF THE PROXY

 * December 6, 2023

 * Good Disclosure Examples

THE “COMPENSATION POLICIES” SECTION OF THE PROXY (“WHAT WE DO / WHAT WE DON’T
DO”)

 * November 30, 2023

 * Good Disclosure Examples

DISSECTING THE “COMPENSATION SUMMARY” OF THE PROXY

 * November 28, 2023

 * Good Disclosure Examples

“STATEMENTS IN OPPOSITION” TO SHAREHOLDER PROPOSALS

 * November 8, 2023

 * Good Disclosure Examples

ACCENTUATING DIRECTOR STRENGTHS IN THE UNIVERSAL PROXY ERA

 * October 16, 2023

 * Good Disclosure Examples

HOW (& WHY) COMPANIES USE VISUALS TO COMMUNICATE ESG GOALS AND PROGRESS

 * October 4, 2023


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